Common use of Releases of Second Priority Lien and Third Priority Lien Clause in Contracts

Releases of Second Priority Lien and Third Priority Lien. (a) With respect to each Type of Common Collateral, upon any release, sale or disposition of such Common Collateral that results in the release of the First Priority Lien on such Common Collateral and that is (i) permitted pursuant to the terms of the First Priority Documents and not prohibited under the Second Priority Documents or Third Priority Documents or (ii) effected pursuant to an Enforcement Action, the Second Priority Lien and the Third Priority Lien on such Common Collateral (but not on any proceeds of such Common Collateral not required to be paid to the First Priority Secured Parties) shall be automatically and unconditionally released. (b) With respect to each Type of Common Collateral, after the First Priority Obligations Payment Date and prior to the Second Priority Obligations Payment Date, upon any release, substitution, sale or disposition of such Common Collateral that results in the release of the Second Priority Lien on such Common Collateral and that is (i) permitted pursuant to the terms of the Second Priority Documents and not prohibited under the Third Priority Documents or (ii) effected pursuant to an Enforcement Action, the Third Priority Lien on such Common Collateral (but not on any proceeds of such Common Collateral not required to be paid to the Second Priority Secured Parties) shall be automatically and unconditionally released. (c) With respect to each Type of Common Collateral, until the First Priority Obligations Payment Date, the Second Priority Representative and the Third Priority Representative shall promptly execute and deliver such release documents and instruments and shall take such further actions as the First Priority Representative shall reasonably request to evidence any release of the Second Priority Lien and Third Priority Lien described in Section 4.2(a). With respect to each Type of Common Collateral, each of the Second Priority Representative and the Third Priority Representative hereby appoints the First Priority Representative and any officer or duly authorized person of the First Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Second Priority Representative and the Third Priority Representative and in the name of the Second Priority Representative, the Third Priority Representative or in the First Priority Representative’s own name; provided that such power of attorney may only be exercised if the Second Priority Representative or the Third Priority Representative, as the case may be, has not executed and delivered such release documents and instruments in a timely manner following a request from the First Priority Representative, and must be exercised in the First Priority Representative’s reasonable discretion, solely for the purposes of carrying out the terms of Section 4.2(a), to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of Section 4.2(a), including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). (d) With respect to each Type of Common Collateral, after the First Priority Obligations Payment Date and prior to the Second Priority Obligations Payment Date, the Third Priority Representative shall promptly execute and deliver such release documents and instruments and shall take such further actions as the Second Priority Representative shall reasonably request to evidence any release of the Third Priority Lien described in Section 4.2(b). The Third Priority Representative hereby appoints the Second Priority Representative and any officer or duly authorized person of the Second Priority Representative with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Third Priority Representative or in the Second Priority Representative’s own name; provided that such power of attorney may only be exercised if the Third Priority Representative has not executed and delivered such release documents and instruments in a timely manner following a request from the Second Priority Representative, and must be exercised in the Second Priority Representative’s reasonable discretion, solely for the purposes of carrying out the terms of Section 4.2(b), to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of Section 4.2(b), including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Releases of Second Priority Lien and Third Priority Lien. (a) With respect to each Type of Common Collateral, upon Upon any release, sale or disposition of such Common Collateral permitted pursuant to the terms of the First Priority Documents that results in the release of the First Priority Lien on such any Common Collateral and (excluding any sale or other disposition that is (i) permitted pursuant to the terms of the First Priority Documents and not expressly prohibited under by the Second Priority Documents Agreement or the Third Priority Documents Agreement unless such sale or (ii) effected pursuant to disposition is consummated in connection with an Enforcement ActionAction or consummated after the institution of any Insolvency Proceeding), the Second Priority Lien and the Third Priority Lien on such Common Collateral (but not on excluding any portion of the proceeds of such Common Collateral not required to be paid to the First Priority Secured Parties) shall be automatically and unconditionally released. (b) With respect to each Type of Common Collateral, remaining after the First Priority Obligations Payment Date and prior to the Second Priority Obligations Payment Date, upon any release, substitution, sale or disposition of such Common Collateral that results in the release of the Second Priority Lien on such Common Collateral and that is (i) permitted pursuant to the terms of the Second Priority Documents and not prohibited under the Third Priority Documents or (ii) effected pursuant to an Enforcement Action, the Third Priority Lien on such Common Collateral (but not on any proceeds of such Common Collateral not required to be paid to the Second Priority Secured Partiesoccurs) shall be automatically and unconditionally releasedreleased with no further consent or action of any Person; provided, however, that if the total amount of outstanding First Priority Obligations plus the amount of any unfunded commitments then outstanding with respect to the First Priority Agreement is (or would become in connection with such release, sale or disposition) less than $20,000,000.00, any such release must be consented to by the Second Priority Representative. (cb) With respect to each Type of Common Collateral, until the First Priority Obligations Payment Date, the The Second Priority Representative and the Third Priority Representative shall promptly execute and deliver such release documents and instruments and shall take such further actions as the First Priority Representative shall reasonably request to evidence any release of the Second Priority Lien and the Third Priority Lien described in Section 4.2(aparagraph (a). With respect to each Type of Common Collateral, each of the The Second Priority Representative and the Third Priority Representative hereby appoints appoint the First Priority Representative and any officer or duly authorized person of the First Priority Representative, with full power of substitution, as its their true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Second Priority Representative and the Third Priority Representative and in the name of the Second Priority Representative, Representative and the Third Priority Representative or in the First Priority Representative’s own name; provided that such power of attorney may only be exercised if the Second Priority Representative or the Third Priority Representative, as the case may befrom time to time, has not executed and delivered such release documents and instruments in a timely manner following a request from the First Priority Representative, and must be exercised in the First Priority Representative’s reasonable sole discretion, solely for the purposes of carrying out the terms of this Section 4.2(a)4.2, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this Section 4.2(a)4.2, including including, without limitation, any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). (dc) With respect to each Type After the occurrence of Common Collateral, after the First Priority Obligations Payment Date and prior Date, upon any release, sale or disposition of Common Collateral permitted pursuant to the terms of the Second Priority Documents that results in the release of the Second Priority Lien on any Common Collateral (excluding any sale or other disposition that is expressly prohibited by the Third Priority Agreement unless such sale or disposition is consummated in connection with an Enforcement Action or consummated after the institution of any Insolvency Proceeding), the Third Priority Lien on such Common Collateral (excluding any portion of the proceeds of such Common Collateral remaining after the Second Priority Obligations Payment Date, the Date occurs) shall be automatically and unconditionally released with no further consent or action of any Person. (d) The Third Priority Representative shall promptly execute and deliver such release documents and instruments and shall take such further actions as the Second Priority Representative shall reasonably request to evidence any release of the Third Priority Lien described in Section 4.2(bparagraph (c). The Third Priority Representative hereby appoints the Second Priority Representative and any officer or duly authorized person of the Second Priority Representative Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Third Priority Representative and in the name of the Third Priority Representative or in the Second Priority Representative’s own name; provided that such power of attorney may only be exercised if the Third Priority Representative has not executed and delivered such release documents and instruments in a timely manner following a request , from the Second Priority Representativetime to time, and must be exercised in the Second Priority Representative’s reasonable sole discretion, solely for the purposes of carrying out the terms of this Section 4.2(b)4.2, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this Section 4.2(b)4.2, including including, without limitation, any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Releases of Second Priority Lien and Third Priority Lien. (a) With respect to each Type of Common Collateral, upon Upon any release, sale or disposition of such any Common Collateral that results in the release of the First Priority Lien on such Common Collateral and that is (i) permitted pursuant to the terms of the First Priority Documents and not prohibited under the Second Priority Documents or Third Priority Lien Documents or (ii) effected pursuant to an Enforcement Action, the Second Priority Lien and the Third Priority Lien on such Common Collateral (but not on any proceeds of such Common Collateral not required to be paid to the First Priority Lien Secured Parties) shall be automatically and unconditionally released, provided that this provision shall not prejudice any rights that any Second Lien Secured Party may have with respect to the Company under the applicable Second Lien Documents independent of the Second Priority Lien and the related Second Lien Security Documents or any Third Lien Secured Party may have under the applicable Third Lien Documents independent of the Third Priority Lien and the related Third Lien Security Documents. (b) With respect to each Type of Common Collateral, after Following the First Priority Obligations Payment Date and prior to the Second Priority Lien Obligations Payment Date, upon any release, substitution, sale or disposition of such any Common Collateral that results in the release of the Second Priority Lien on such Common Collateral and that is (i) permitted pursuant to the terms of the Second Priority Documents and not prohibited under the Third Priority Lien Documents or (ii) effected pursuant to an Enforcement Action, the Third Priority Lien on such Common Collateral (but not on any proceeds of such Common Collateral not required to be paid to the Second Priority Lien Secured Parties) shall be automatically and unconditionally released, provided that this provision shall not prejudice any rights that any Third Lien Secured Party may have under the applicable Third Lien Documents independent of the Third Priority Lien and the related Third Lien Security Documents. (c) With respect to each Type of Common Collateral, until Until the First Priority Lien Obligations Payment Date, each of the Second Priority Lien Representative and the Third Priority Lien Representative shall promptly execute and deliver such release documents and instruments and shall take such further actions as the First Priority Lien Representative shall reasonably request to evidence any release of the Second Priority Lien and Third Priority Lien described in Section 4.2(a). With respect to each Type of Common Collateral, each Each of the Second Priority Lien Representative and the Third Priority Lien Representative hereby appoints the First Priority Lien Representative and any officer or duly authorized person of the First Priority Lien Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Second Priority Lien Representative and the Third Priority Lien Representative and in the name of the Second Priority Lien Representative, the Third Priority Lien Representative or in the First Priority Lien Representative’s own name; , provided that such power of attorney may only be exercised if the Second Priority Lien Representative or the Third Priority Lien Representative, as the case may be, has not executed and delivered such release documents and instruments in a timely manner following a request from the First Priority Lien Representative, and must be exercised in the First Priority Lien Representative’s reasonable discretion, solely for the purposes of carrying out the terms of Section 4.2(a), to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of Section 4.2(a), including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). (d) With respect to each Type of Common Collateral, after Following the First Priority Obligations Payment Date and prior to the Second Priority Lien Obligations Payment Date, the Third Priority Lien Representative shall promptly execute and deliver such release documents and instruments and shall take such further actions as the Second Priority Lien Representative shall reasonably request to evidence any release of the Third Priority Lien described in Section 4.2(b). The Third Priority Lien Representative hereby appoints the Second Priority Lien Representative and any officer or duly authorized person of the Second Priority Lien Representative with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Third Priority Lien Representative or in the Second Priority Lien Representative’s own name; , provided that such power of attorney may only be exercised if the Third Priority Lien Representative has not executed and delivered such release documents and instruments in a timely manner following a request from the Second Priority Lien Representative, and must be exercised in the Second Priority Lien Representative’s reasonable discretion, solely for the purposes of carrying out the terms of Section 4.2(b), to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of Section 4.2(b), including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable).